Fees and Payments

1. Management Fees are billed either monthly or quarterly, depending on your selected plan. The billing date may occasionally change; should this happen, The Agency team will notify you of the alteration via email or Slack.
2. If you wish to seek a Refund, it is mandatory to provide us with written notice within 24 hours of your purchase transaction. After this window, all Fees become non-refundable. It's important to note that the One Click Report Lifetime package purchase is exempt from this clause.
3. The Media Spend Fee will be retroactively calculated across all platforms overseen by The Agency by Madgicx, from the date your initial campaign was launched. This Fee will be billed at the conclusion of every month. It's essential to understand that the Media Spend Fee is distinct from the Management Fee. Depending on your plan, the Media Spend Fee may be an added monthly Fee.

   b. Payments.

   1. If paying by debit or credit card, you authorize us to take steps to determine whether the debit/credit card number provided is valid.  You also authorize us to charge the debit/credit card for all Fees payable during the Term, at the billing frequency specified in the applicable Order, during your subscription Term and until all outstanding Fees are paid in full.  You will keep your debit/credit card, contact information, and billing information up to date.  You may update your payment information within your Master Account.  We reserve the right to terminate this Agreement immediately if your payment information on file is inaccurate, incomplete or outdated.  You will be solely responsible for any overdraft charges or other fees that may be incurred due to Aggragator's authorized use of your debit/credit card for payment hereunder.

   2. If paying against invoice, we will invoice you in the dedicated section of your Master Account before the beginning of the applicable Term and each subsequent billing period (e.g., monthly, quarterly, annually), and at other times when Fees are payable.  All amounts invoiced are due and payable within 30 days from the date of the invoice, unless otherwise specified in the Order.

   3. If paying by another authorized method, additional terms and conditions may apply.

   4. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.  All Fees are due and payable in advance throughout the Term.  You authorize us to use a third party to process payments, and you consent to the disclosure of your payment information to such third party.

   5. If you wish to dispute in good faith any Fee that we have billed, you must notify us in writing of the dispute within 15 days of the applicable billing or invoice date.  The Parties will then coordinate promptly to resolve the dispute.

   6. If an undisputed portion of a due and payable Fee becomes delinquent, we may (i) suspend or terminate Services, (ii) apply a late charge on the unpaid amount equal to the lesser of 1% per month or the maximum rate allowed by law, and/or (iii) pursue any other available remedy.  We may also institute a chargeback policy if a payment obligation is not honored or if we question our ability to collect funds from your designated payment method.  Any chargeback (i.e., dispute of a charge with a credit card service provider) will be reversed and declined.

   c. Taxes.

   1. Sales Tax.  All Fees are exclusive of taxes, which we will charge as applicable.  You agree to pay any taxes applicable to your use of the Services.  You will have no liability for any taxes based upon our gross revenues or net income.  If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state.  At our request, you will provide us with the VAT registration number under which you are registered in your member state.  If you do not provide us with a VAT registration number before your transaction is processed, we will not issue refunds or credits for any VAT charged.  If you are subject to GST, all fees are exclusive of GST. 

   2. Withholding Tax. If you are required to deduct or withhold tax from payment of your invoice, you may deduct this amount from the applicable Fee due, to the extent that it is due and payable as assessed withholding tax under applicable law (the “Deduction”).  You will not be required to repay the Deduction to us, provided that, you present us with a valid tax receipt verifying payment of the Deduction to the relevant tax authority within 90 days from the invoice date.  If you do not provide this tax receipt within the specified time period, then all Fees, including the Deduction amount, will be immediately due and payable; and failure to pay these amounts may result in suspension or termination.

   d. Add-Ons - Additional Terms.

   1. One Click Report. The One Click Report ("OCR") Lifetime deal is non-refundable once purchased. Under no circumstances after the purchase will a refund be considered or granted as per these terms. Subscribers to the One Click Report Lifetime deal may request a phone call for assistance in implementing or setting up reports. However, no refund will be considered or provided.

   2. Madgicx Cloud Tracking.  If you purchase Madgicx Cloud Tracking (“MCT”) Services, the following additional terms will apply:

      1. We will Refund Fees that you have prepaid for MCT Services if, within three days of your initial purchase, you notify us in writing that the MCT setup has been rendered void due to third-party restrictions (e.g., Meta/Facebook access restrictions, DNS/CRM restrictions) or if you do not want the MCT Services for any other reason.

      2. If you have a functioning pixel (i.e., you have set up event de-duplication, you have good event match quality, and your events are firing correctly) but you do not see a promised tracking uplift of between 10-20% after 30 days, Aggragator will work with you to investigate the issue.  To properly investigate, the Aggragator team will require your communication in terms of providing them with the necessary access and data needed to check for the above-mentioned tracking uplift.  If we determine that the issue is due to a failure of the MCT Services, we will disable the MCT Services and Refund any prepaid, unused associated Fees.  If we determine that the issue is due to a non-functioning pixel which prevented uplift, no Refund will be provided.  Note: in order for Madgicx to process an applicable Refund request, it must be received within 30 days after the setup completion date.

   3. Consultation.  If you purchase Consultation Services, the following additional terms will apply:

      1. Missed Consultation Sessions Policy. Our goal is to provide quality Services to all customers in a timely manner.  Consultation sessions are a high demand Service.  If you need to cancel or reschedule a session, your timely notice to us will allow another customer to access that time slot.  Any late cancellations, late rescheduling requests, no-shows, or late arrivals will inconvenience not only our team, but also other customers.  Therefore, please be aware of our policy regarding missed sessions:

         1. Refunds.  If you cancel a session by providing us written notice within 48 hours after your initial purchase, we will Refund the prepaid Fee for the session.  Thereafter, all Fees will be non-refundable.

         2. Late Cancellation Requests, Rescheduling Requests, No-Shows. 

            1. If you wish to cancel or reschedule, you must provide us with written notice at least 24 hours before your scheduled starting time.  If we receive timely notice, your subscription will remain intact and we will work with you to reschedule to another convenient time.

            2. If you provide us with a late notice of cancellation or rescheduling (within 24 hours of your scheduled starting time) or if you do not show up to a session, then the session will be considered “void” and it will be accounted for as a “Session Had.” 

            3. If you arrive for a Consultation session late (more than 10 minutes after your scheduled starting time), we may not be able to accommodate you; and the same cancellation policies will apply.

            4. If you confirm a valid reason (as decided by our team in their sole discretion) for a late cancellation or rescheduling request - for example, in the event of a true, unavoidable emergency - then the session will not be considered “void” and we will work with you to reschedule to another convenient time.

         3. Pausing Subscriptions.  If you do not schedule a session within a month after your latest payment date, we will automatically pause your subscription and contact you at the email address on file (provided).  Your subscription will remain paused until you notify us in writing that you wish to resume.  Except as specified herein, all Fees will be non-refundable; but you may use any accrued credits for previously unused services.

   3. Implementation.  If you purchase Implementation Services, the following additional terms will apply:

      1. Missed Implementation Sessions Policy. Our goal is to provide quality Services to all customers in a timely manner.  Implementation sessions are a high demand Service.  If you need to cancel or reschedule a session, your timely notice to us will allow another customer to access that time slot.  Any late cancellations, late rescheduling requests, no-shows, or late arrivals will inconvenience not only our team, but also other customers.  Therefore, please be aware of the following policy:

         1. Late Cancellation Requests, Rescheduling Requests, No-Shows.

            1. If you wish to cancel, you must provide us with written notice at least 24 hours before your scheduled starting time.  If we receive timely notice, your subscription will remain intact and we will work with you to reschedule to another convenient time. 

            2. If you wish to reschedule, you must provide us with written notice at least 6 hours before your scheduled starting time.

            3. If you provide us with a late notice of cancellation or rescheduling, or if you do not show up to a session, then the session will be considered “void” and it will be accounted for as a “Session Had.”

            4. If you arrive for an Implementation session late (more than 15 minutes after your scheduled starting time), we may not be able to accommodate you; and the same cancellation policies will apply.

            5. If you confirm a valid reason (as decided by our team in their sole discretion) for any late cancellation or rescheduling request - for example, in the event of a true, unavoidable emergency - then the session will not be considered “void” and we will work with you to reschedule to another convenient time.

         2. Pausing Subscriptions.  If you do not schedule a session within a month after your latest payment date, we will automatically pause your subscription and contact you at the email address on file (provided).  Your subscription will remain paused until you notify us in writing that you wish to resume.  Except as specified herein, all Fees will be non-refundable, but you may use any credits accrued from previously unused services.

   4. The Agency Services.  Our goal for The Agency by Madgicx is to provide our customers with the utmost professional service, by managing their Digital Advertising accounts from A to Z.  We strive to achieve a long-lasting relationship based on mutual trust and respect.  In order to help ensure this, please be aware of the following policies:

      1. Fees and Payments.

         1. Management Fees will be charged on the same billing date, on a monthly or quarterly basis (depending on the type of plan).  The billing date may change on occasion, and if it does, The Agency team will implement the change and update you by email or Slack.

         2. You may seek a Refund by providing us written notice within 24 hours after your purchase transaction.  Thereafter, all Fees will be non-refundable.

         3. The Media Spend Fee will be calculated retroactively for all platforms managed by The Agency by Aggragator, as of the date when your first campaign went live.  The Media Spend Fee will be charged at the end of each month.  Please note that the Media Spend Fee is separated from the Management Fee, and depending on your plan, may be an additional monthly Fee.

      2. The Agency plan scope.

         1. Unless we and you agree otherwise in writing, The Agency plan is all-inclusive in scope, including:

            • The Madgicx App

            • Sparkle

            • MCT

            Please note that, unless we and you agree otherwise in writing, the plan includes all of the above Services for one brand only.

         2. We believe communication is key to achieving a successful and long-lasting partnership.  The Agency will open an active Slack channel with you, after your first Management Fee payment.  However, if email communication is more convenient for you, please notify The Agency team of your preference.

         3. The Agency team works Monday - Friday, 9:00 - 18:00 Israel time.  During these working hours, The Agency team will respond to any messages within 2 hours.  We will try, but cannot guarantee, a response outside of working hours.

         4. To achieve success in the management of your Digital Advertising account(s), we ask that you remain responsive to The Agency team, answering their questions and providing with creative materials and access as requested.

         5. If you are non-responsive to The Agency team for a two-week period, The Agency team will pause work on your Digital Advertising account(s).

      3. Cancellations. 

         1. We believe in a “no strings attached” policy for The Agency by Madgicx.  If you are unhappy with The Agency by Madgicx Services, you may cancel at any time.  However, to help ensure The Agency team has enough time to transition to alternative work, we ask that if you do wish to cancel, please provide us written notice at least 5 days before the applicable billing date.

         2. Please note that cancellation of The Agency by Aggragator Services does not also include cancellation of The Aggragator App, Sparkle or MCT Services.  Subscriptions for The Aggragator App, and/or MCT Services will remain active and will be charged on a monthly basis, unless cancelled or rescheduled in accordance with the applicable Aggragator policy.

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   8. Representations and Warranties

   1. By Each Party.  Each Party represents and warrants that: (i) it possesses the full right, power and authority to enter into and fully perform this Agreement and grant the rights granted herein; (ii) it is not bound by any obligation that would prevent it from entering into or performing its obligations herein; (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; and (iv) it will comply with all applicable laws, rules and regulations in its performance hereunder.
   2. ‍By Customer.  You further represent and warrant that: (i) you will use (or allow use of) the Services only as authorized hereunder; (ii) you will not use (or allow use of) the Services, alone or in combination with other materials, in a manner that would infringement, misappropriate or otherwise violate any third-party Intellectual Property Rights, proprietary rights, or rights of publicity or privacy; (iii) you have obtained all individual consents required for us to provide the Services in respect of any Personal Data that you provide; (iv) you have obtained all necessary access and use rights and permissions in connection with any Ad Accounts for which you order or purchase Services; and (v) you will strictly comply with all rules and instructions of any applicable Ad Networks, whether while using the Services or while operating directly with such Ad Networks.  You acknowledge and agree that your strict compliance with such third-party Ad Network terms and conditions is an essential part of this Agreement and that you will be responsible for any damages caused to Aggragator or its other customers by a breach of those terms and conditions.  

   9. Term and Termination

   1. Term and Renewal. Your initial subscription term will be specified in your Order.  Unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.  To prevent automatic renewal or to terminate your subscription at any time, you may terminate Services from the Madgicx Platform Settings Page; provided that, except as expressly stated in this Agreement or in an applicable Order, we will not provide any Refunds of prepaid or unused Fees, and you will promptly pay all unpaid Fees due through the end of the Term.
   2. ‍Termination for Cause.  Upon written notice to you, we may suspend, deny access to or terminate any Services, close any Ad Account, and/or terminate this Agreement for cause: (i) if you or an Additional User has materially breached this Agreement and such breach remains uncured 10 days after written notice of breach, (ii) if you have become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors and such proceeding has not been dismissed with fifteen (15) calendar days of its commencement, (iii) if you have breached the terms and conditions of a third-party Ad Network or if an Ad Network has requested in writing that we refrain from providing Services to you, or (iv) if we have determined that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our other customers or users.
   3. ‍Free Services.  We may restrict, suspend or terminate Free Services for any reason or without reason at any time, without notice.  We may also terminate Free Services due to your inactivity.‍
   4. Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights to access or use the Services will terminate and we will cease providing the Services; (ii) you will timely pay all applicable Fees accrued but unpaid; (iii) all liabilities accrued before the date of termination or expiration will survive; and (iv) upon request, each Receiving Party will return or destroy (and certify in writing to Disclosing Party such destruction of) all copies of Disclosing Party’s Confidential Information, except for one archival copy captured by system-backup media, provided that the backup media are maintained in confidence.  ‍

   10. Confidentiality

   1. Receiving Party will: (i) protect the confidentiality of Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care; (ii) not use Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose Disclosing Party’s Confidential Information to any third party (except those third party service providers that we use to provide some or all elements of the Services); and (iv) limit access to Disclosing Party’s Confidential Information to those of Receiving Party’s and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Receiving Party containing protections at least as stringent than those contained herein.‍
   2. ‍Receiving Party may disclose Disclosing Party’s Confidential Information pursuant to a legal requirement (e.g., subpoena) or to establish rights or obligations under this Agreement; provided, that (i) reasonable prior notice, unless legally prohibited, is provided to Disclosing Party to permit an opportunity to contest the disclosure and (ii) Receiving Party discloses only to the extent necessary to comply with the legal requirement or to establish its rights or obligations.  Receiving Party will notify Disclosing Party upon discovery of any unauthorized use or disclosure of Disclosing Party’s Confidential Information and will cooperate to help prevent further unauthorized use or disclosure.  Receiving Party acknowledges that Disclosing Party's Confidential Information is valuable and unique and that unauthorized use or disclosure may result in irreparable injury to Disclosing Party for which monetary damages are inadequate.

   11. Publicity  

   During the Term, the Parties may not issue press releases or other public communications regarding the Parties’ relationship created by this Agreement or the Services without express prior consent.  You will not use our name, logo, trademarks, trade dress or otherwise identify or refer to Madgicx, Sparkle or The Agency except as specifically permitted under this Agreement or otherwise with our express prior consent.  You grant us permission to use your logo and/or name on our Website(s), in our sales presentations, for marketing purposes and promotional materials, and to identify you as a customer of the Services in response to requests for information and responses to proposals.  All other uses of your name, logo, trademarks, trade dress or other proprietary identifying symbols will be subject to your express prior consent.

   12. Indemnification

   1. ‍Indemnification.  You agree to defend, indemnify and hold harmless Madgicx, its Affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each, a “Madgicx Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit,  proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) ("Claim") brought against a Aggragator Indemnitee arising out of or based upon: (i) unauthorized or unlawful access to or use of the Services and any information obtained therefrom; (ii) Customer Data; (iii) any breach of this Agreement; and/or (iv) any use of third-party Ad Network services, including without limitation, Ad Accounts.‍
   2. Process.  The Madgicx Indemnitee will: (i) promptly provide notice to you of any Claim for which indemnity is claimed (provided, that, any delay in providing notice will not relieve you of your obligations hereunder, except to the extent that you are materially prejudiced by the delay); (ii) permit you to control the defense of any such Claim; and (iii) provide reasonable assistance at your reasonable cost.  Subject to the foregoing, you may select legal counsel to represent the Madgicx Indemnitee (such counsel to be reasonably satisfactory to the Madgicx Indemnitee) and to otherwise control the defense.  If you elect to control the defense, the Madgicx Indemnitee may fully participate in the defense at its own cost.  If you, within a reasonable time after receipt of notice of Claim, fail to defend the Madgicx Indemnitee, the Madgicx Indemnitee may defend and compromise or settle the Claim at your cost.  Notwithstanding the foregoing, you may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Madgicx Indemnitee or diminishes its rights, without obtaining the Madgicx Indemnitee’s express prior consent, such consent not to be unreasonably withheld or delayed.‍

   13. Disclaimer‍

   EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, AGGRAGATOR CONTENT, OR DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICES, FOR ANY PURPOSE.  YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.  TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND AGGRAGATOR CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.  WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  FURTHER, AGGRAGATOR DOES NOT WARRANT OR REPRESENT THAT THE SERVICES OR AGGRAGATOR CONTENT WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE, OR DEFECT-FREE BASIS, BE FREE OF ANY MALICIOUS CODE, OR BE ACCURATE, COMPLETE OR RELIABLE.  NOR DOES MADGICX MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE OPERATION, FUNCTION OR RESULTS OF ANY ADVERTISING CAMPAIGN, OF ANY AD NETWORK OR OTHER THIR PARTY SERVICE PROVIDER, OR ANY THIRD-PARTY SERVICES, PRODUCTS, ACTS, OMISSIONS OR POLICIES.

   14. Limitation of Liability

   1. ‍Indirect Damages. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR A VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE FREE SERVICES.‍
   2. Limitation of Liability.  EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘CONFIDENTIALITY’ OR ‘INDEMNIFICATION’ SECTIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THEN THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.  HOWEVER, THE FOREGOING LIMITATION WILL NOT APPLY IF YOU ONLY USE FREE SERVICES; AND IN SUCH CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).‍
   3. Third-Party Services.  WE, OUR AFFILIATES AND LICENSORS DISCLAIM ALL LIABILITY WITH RESPECT TO ANY THIRD-PARTY SERVICES ACCESSED OR USED IN CONNECTION WITH THE SERVICES.
   4. ‍Agreement to Liability Limitation.  YOU ACKNOWLEDGE AND AGREE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES HEREUNDER.‍

   15. Miscellaneous

   1. Force Majeure.  Neither Party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars, disease, or insurrections.‍
   2. Governing Law and Forum.  This Agreement will be construed and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law provisions.  Each Party agrees that any action, suit or other proceeding involving Madgicx arising from or based upon this Agreement will be brought and maintained only in a court of competent jurisdiction located in the city of Tel Aviv-Jaffa.  Each Party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue.  The prevailing Party in any such dispute will be entitled to recovery of its reasonable attorneys' fees and costs.  The Uniform Computer Information Transactions Act and United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.‍
   3. Amendment.  The terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided herein or as the Parties may agree in writing.  Notwithstanding anything to the contrary, we may modify any part or all of the Agreement by posting a revised version at our Website(s).  The revised version will become effective and binding the next business day after it is posted.  We will provide you notice of this revision by email or in-Services notification.  If you do not agree with a modification to the Agreement, you must notify us in writing within 30 days after we send notice of the modification.  If you timely provide this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement before modification, until your next renewal date, after which the current terms posted at the Website(s) will apply. However, if we can no longer reasonably provide the Services to you under the version of the terms before modification (for example, if the modifications are required by law or result from general changes to the Services), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly Refund any prepaid but unused Fees covering use of the impacted Services after termination.‍
   4. Waiver of Rights. Our failure or delay to enforce any right or provision of this Agreement will not be considered a waiver of that right or provision.  Any waiver will be effective only if in writing and signed by a duly authorized representative of Aggragator. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies hereunder will be without prejudice to its other available remedies.‍
   5. Entire Agreement.  This Agreement (including each Order) constitutes the entire and exclusive understanding and agreement between us and you regarding the Services, and supersedes and replaces all other proposals and agreements, whether oral or written, between the Parties.  We object to and reject any additional or different terms proposed by you.‍
   6. Severability. If any part of this Agreement or an Order is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.‍
   7. Construction.  The headings to Sections are for convenience or reference only and do not form a part of this Agreement and will not affect their interpretation.  Neither Party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of the Agreement, the words and phrases “include”, “includes”, “including”, and “such as” are deemed to be followed by the words “without limitation”.‍
   8. Precedence.  In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.‍
   9. Relationship of Parties.  Nothing herein will be deemed to create, or be construed as creating, a joint venture, partnership, employment or agency relationship between the Parties.‍
   10. Survival.  The Parties’ rights and obligations set forth in Sections 3 (with respect to Intellectual Property Rights ownership), 7(b) (Payment Disputes), 10 (Confidentiality), 12 (Indemnification), 13 (Disclaimer), 14 (Limitation of Liability) and 15 (Miscellaneous) will survive termination of this Agreement.‍
   11. Assignment.  You may not assign, delegate or otherwise transfer this Agreement without our prior written consent, except to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, and provided that such successor is not a competitor of ours.  Any attempt by you to otherwise assign, delegate or transfer the Agreement without our consent will be null and void.  We may freely assign or transfer this Agreement, in whole or in part, without restriction.  This agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.‍
   12. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.‍
   13. Notices. Any notices or other communications provided by us will be given: (i) via email; or (ii) by posting to the Services.  The date of receipt will be deemed the date on which such notice is transmitted or posted.